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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 23, 1997
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Cooper Industries, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
1-1175 31-4156620
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(Commission File Number) (IRS Employer Identification No.)
600 Travis, Suite 5800, Houston, Texas 77002
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(Address of Principal Executive Offices) (Zip Code)
713/209-8400
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
First Quarter 1997 Results of Operations
On April 23, 1997, Cooper Industries ("the Company") issued the press release
attached hereto as Exhibit 99.1 setting forth the Company's results of
operations for the quarter ended March 31, 1997.
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Company Press Release Dated April 23, 1997 Titled
"Cooper Industries Reports Net Income Up 25%. First-quarter
share earnings up 20%."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER INDUSTRIES, INC.
(Registrant)
Date: April 23, 1997 /s/ D. Bradley McWilliams
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D. Bradley McWilliams
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
99.1 Company Press Release Dated April 23, 1997
Titled "Cooper Industries Reports Net Income Up
25%. First-quarter share earnings up 20%."
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Cooper Industries
P. O. Box 4446
Houston, Texas 77210 EXHIBIT 99.1
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NEWS [COOPER LOGO]
RELEASE
FOR IMMEDIATE RELEASE
April 23, 1997
Contacts: Sharon Newquist Phyllis Piano
(713) 209-8578 (713) 209-8415
COOPER INDUSTRIES REPORTS NET INCOME UP 25%
First-quarter share earnings up 20%
HOUSTON, April 23 -- Fully diluted share earnings of Cooper Industries, Inc.
(NYSE-CBE) for the first quarter of 1997 rose 20% to 67 cents from 56 cents in
1996. Revenues increased to $1.32 billion in 1997 from $1.29 billion in the
first quarter of 1996. First-quarter earnings before taxes rose to $125.3
million, up 19% from $105.7 million in the same period of 1996. Net income
increased 25% to $77.7 million in the first quarter of 1997 from $62.1 million
in the comparable period of 1996.
"We're off to a good start for 1997, with strong first-quarter
results," reported Chairman, President and Chief Executive Officer H. John
Riley, Jr. "Despite a weak European economy that affected all of our
businesses, we posted our tenth consecutive quarter of year-to-year
earnings increases.
"In addition, we significantly strengthened our balance sheet by
reducing our debt. This lowered the company's interest expense and gives us
greater resources to grow our business," Riley said.
During the quarter, Cooper also had a lower effective tax rate than the
comparable period of 1996. The company expects to benefit from this lower tax
rate throughout the year.
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Cooper Industries, Inc. Page 2
The Electrical Products segment recorded solid revenue gains.
Significant increases from North American sales of fuses, power equipment and
lighting more than offset the effect that a soft European economy had on the
circuit protection and enclosure businesses.
Tools & Hardware revenues were flat, but in-line with expectations.
Sales remained strong for power tool products, particularly to customers in the
aerospace and automotive industries, while demand for hand tools and window
treatment products was off in both North America and Europe.
Revenues in the Automotive Products segment were off slightly, due to a
continued sluggish domestic and European aftermarket. In addition, sales were
down for wiper blades and temperature control system components because of less
severe weather in the first quarter of 1997 compared with the same period last
year. Meanwhile, demand was up for automotive lighting and brake components.
Also during the quarter, Cooper made important progress in
strengthening its financial flexibility. The company reduced its debt-to-total
capital ratio to 46% from a high of 56% early in the first quarter of 1996.
"Improved working capital turnover and the successful partial call of the
company's 7.05% Convertible Subordinated Debentures were major contributors,"
explained Riley. "Yesterday, Cooper announced a call for the remaining $194
million of our 7.05% debentures. We expect this and other actions to further
strengthen our balance sheet as the year progresses.
"Going forward, our strong first-quarter results position us well for
the remainder of 1997. While we have some concerns about the domestic economy
and the anticipated recovery in Europe, we expect 1997 will be a very good year
for Cooper Industries," Riley concluded.
Comparisons of 1997 and 1996 first-quarter results appear on the
following page.
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Cooper Industries, with 1996 revenues of $5.3 billion, is a
diversified, worldwide manufacturer of electrical products, tools and hardware,
and automotive products. Additional information about Cooper is available on the
company's World Wide Web site: www.cooperindustries.com.
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Cooper Industries, Inc. Page 3
CONSOLIDATED RESULTS OF OPERATIONS
Three Months Ended March 31, % Change
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1997 1996
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(in millions where applicable)
Revenues:
Electrical Products $ 612.7 $ 574.5 6.6%
Tools & Hardware 235.7 236.3 -0.3%
Automotive Products 470.5 480.9 -2.2%
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Total Revenues 1,318.9 1,291.7 2.1%
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Cost of sales 905.7 897.1 1.0%
Selling & administrative expenses 240.8 244.5 -1.5%
Goodwill amortization 16.0 16.2 -1.2%
Other(income)expense, net 1.5 (9.4) -116.0%
Interest expense 29.6 37.6 -21.3%
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Income Before Income Taxes 125.3 105.7 18.5%
Income Taxes 47.6 43.6 9.2%
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Net Income $ 77.7 $ 62.1 25.1%
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Net Income Per Common Share:
Primary $ .71 $ .58 22.4%
Fully Diluted(1) $ .67 $ .56 19.6%
Shares Utilized in Computation
of Income Per Common Share:
Primary 110,053,000 107,389,000
Fully Diluted 124,327,000 124,166,000
PERCENTAGE OF REVENUES
Three Months Ended March 31,
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1997 1996
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Segment Revenues 100.0% 100.0%
Cost of sales 68.7% 69.4%
Selling & administrative expenses 18.3% 18.9%
Goodwill amortization 1.2% 1.3%
Other(income)expense, net 0.1% -0.7%
Interest expense 2.2% 2.9%
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Income Before Income Taxes 9.5% 8.2%
Income Taxes 3.6% 3.4%
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Net Income 5.9% 4.8%
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(1) The calculations assume conversion of the 7.05% Convertible
Subordinated Debentures to Common stock. As a result, interest on the
debentures ($5.7 million in 1997 and $7.3 million in 1996, net of tax)
was added back to net income in the computation of fully diluted
earnings per share.
This press release contains forward-looking statements made in reliance upon the
safe harbor of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve a number of assumptions, risks and
uncertainties that could cause actual results of the company to differ
materially from those matters expressed in or implied by such forward-looking
statements. See Management's Discussion and Analysis of Financial Condition and
Results of Operations set forth in Appendix A to the Company's Proxy Statement
for the 1997 Annual Meeting of Shareholders.
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